On August 14, 2024, the United States Court of Appeals for the District of Columbia Circuit (“D.C. Circuit”) released a redacted copy of its opinion in Sinclair Wyoming Refining Co. LLC v. EPA, in which the D.C. Circuit...more
In a potentially significant development that may impact the economics of aviation, the California Air Resources Board (“CARB”) is proposing a policy, as we previewed in January 2024, to update the state’s Low Carbon Fuel...more
In a significant legal maneuver with potentially far-reaching implications, California Attorney General Rob Bonta filed an amended complaint on June 10, 2024, to California’s high-profile lawsuit targeting five of the world’s...more
After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more
3/29/2024
/ Business Development Companies ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Foreign Issuers ,
Form S-8 ,
MD&A Statements ,
PSLRA ,
Regulation S-K ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Following a nearly two-year wait, the Securities and Exchange Commission (“SEC” or “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—on March 6, 2024. The...more
3/18/2024
/ Administrative Stay ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
While 2022 showed that the sustainable debt market is not impervious to overall economic slow-down (particularly in the capital markets), 2023 demonstrated its resiliency, even in a high-interest rate market. Notwithstanding...more
3/15/2024
/ Climate Change ,
Corporate Governance ,
Debt Financing ,
Documentation ,
Environmental Social & Governance (ESG) ,
EU ,
Green Bonds ,
Green Finance ,
Green Loans ,
Interest Rates ,
Renewable Energy ,
Sustainability
Following a nearly two-year wait, the Securities and Exchange Commission (“SEC” or “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—on March 6, 2024. The...more
3/8/2024
/ Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Renewable Energy ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
On December 28, 2023, the U.S. Environmental Protection Agency (“EPA”) granted Louisiana primary enforcement authority (“primacy”) under the federal Safe Drinking Water Act’s (“SDWA”) Underground Injection Control (“UIC”)...more
Last week, the Governor of New Mexico signed House Bill 41 (“HB 41”) into law, establishing the Clean Fuel Standard (“CFS”), which, similar to programs in California, Oregon, and Washington, focuses on reducing the carbon...more
ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement...more
On January 30, 2024, the U.S. Chamber of Commerce and five co-plaintiffs representing a coalition of business groups filed a lawsuit against the state of California seeking to block the state’s new landmark climate disclosure...more
ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement...more
The California Air Resources Board (“CARB”) reviews the state’s Low Carbon Fuel Standard (“LCFS”) program every five years as part of the broader scoping plan required under the California Global Warming Solutions Act. On...more
The 2023 United Nations Climate Change Conference (“COP28”) reached a significant development in international climate policy, ending with the “first Global Stocktake” calling for a “transition away from fossil fuels in...more
The 28th Conference of the Parties (or “COP28”) to the UN Framework Convention on Climate Change (“UNFCCC”) at Expo City in Dubai has ended with an agreement described by COP28 president Dr Sultan Ahmed Al Jaber as “historic”...more
Much of the attention on California of late has focused on the passing of two climate-related disclosure laws; namely, the Climate Corporate Data Accountability Act (“CCDAA”) (SB 253) and the Climate-Related Financial Risk...more
Much of the attention on California of late has focused on the passing of two climate-related disclosure laws; namely, the Climate Corporate Data Accountability Act (“CCDAA”) (SB 253) and the Climate-Related Financial Risk...more
Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more
10/13/2023
/ Artificial Intelligence ,
BlackRock ,
Carbon Emissions ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Corporate Transparency Act ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Insider Trading ,
NYSE ,
Private Funds ,
Publicly-Traded Companies ,
Quarterly Report ,
Reporting Requirements ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
As public companies anticipate the Securities and Exchange Commission’s (“SEC”) final climate disclosure rules, which are expected to be released sometime fourth quarter of 2023, California has beaten the federal government...more
As public companies anticipate the Securities and Exchange Commission’s (“SEC”) final climate disclosure rules, which are expected to be released sometime fourth quarter of 2023, California has beaten the federal government...more
9/28/2023
/ California ,
CARB ,
Carbon Emissions ,
Climate Change ,
Corporate Social Responsibility ,
Department of Insurance ,
Disclosure Requirements ,
Greenhouse Gas Emissions ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
On September 20, 2023, the SEC adopted final amendments to Rule 35d-1 of the Investment Company Act of 1940 (the “Names Rule”). Under the Names Rule, originally adopted in 2001, funds registered under the Investment Company...more
9/26/2023
/ Deceptive Intent ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Investment Company Act of 1940 ,
New Amendments ,
Recordkeeping Requirements ,
Registered Funds ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Truth in Advertising ,
Unregistered Funds
Carbon capture and sequestration (“CCS”) projects represent a critical pillar in many companies’ strategies to navigate the low-carbon transition. However, the U.S. Environmental Protection Agency’s (“EPA”) delays in issuing...more
As part of its Federal Sustainability Plan, the Biden administration has issued a proposed rule that would revise the Federal Acquisition Regulation (“FAR”) to incentivize federal government buyers to prioritize the...more
9/12/2023
/ Biden Administration ,
Comment Period ,
ENERGY STAR Program ,
Environmental Protection Agency (EPA) ,
Federal Acquisition Regulations (FAR) ,
Federal Trade Commission (FTC) ,
Green Guides ,
Omnibus Guidance ,
Policies and Procedures ,
Proposed Rules ,
Sustainability
Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more
7/13/2023
/ C&DIs ,
Climate Change ,
COSO ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Divestment ,
Environmental Justice ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Nasdaq ,
No-Action Letters ,
NYSE ,
Proxy Season ,
Repurchases ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Universal Proxy Cards
The U.S. Environmental Protection Agency (“EPA” or “the Agency”) this week released its final Renewable Fuel Standard (“RFS”) “Set Rule”.1 As explained in our prior article, the Set Rule represents a new period for the RFS,...more